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LGND > SEC Filings for LGND > Form 8-K on 12-Apr-2013All Recent SEC Filings

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Form 8-K for LIGAND PHARMACEUTICALS INC


12-Apr-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 9, 2013, the board of directors (the "Board") of Ligand Pharmaceuticals Incorporated (the "Company") amended and restated the bylaws of the Company (the "Second Amended and Restated Bylaws" or "Bylaws") in order to provide for, among other things, the following: (i) to allow the Board to determine that a stockholder meeting may be held by means of remote communication; (ii) to allow notice to be given to stockholders by electronic transmissions (by fax, e-mail, posting to an electronic network, or any other form of electronic transmission) if consented to by the stockholder to whom notice is being given; and (iii) to allow waiver of notice to be given by stockholders by electronic transmissions by the person entitled to notice. The foregoing description of the Second Amended and Restated Bylaws is qualified in its entirety by the text of the Second Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference in their entirety into this Item 5.03. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.      Description

3.1              Second Amended and Restated Bylaws of Ligand Pharmaceuticals
                 Incorporated

SD\1308726.2


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